Company Law

Company law governs how legal entities and companies are organised and run. The first step in setting up a business is deciding what organisational form it should take. Do you want to take over an existing company, or merge with one? What do you expect the financial risks to be, and how do you minimise your liability?

Setting up a business

What structure you choose will depend on several factors: the type of business, for example, and what stakeholders will be involved, financially or otherwise. The most obvious options in the Netherlands are:

• a private limited liability company (BV)
• a public limited liability company (NV)
• a limited partnership (CV)
• a professional partnership (maatschap)

Each of these legal forms has its own pros and cons. We can advise you on the details, and help you to choose the structure that is the best fit for your business.

Governance and management

In today’s world, every business (not just publicly traded companies) is subject to regulations about governance and sound business conduct. In the Netherlands, this includes the Dutch Corporate Governance Code and guidelines for non-profit organisations. It can be a struggle to navigate the maze of rules and regulations and to comply with all the requirements. In these cases, you can rely on our team of experts for concrete advice and solutions.

Articles of association are a key document for a new company. They record the rights and obligations of all the company’s stakeholders. The articles need to be as clear as possible, so that if a dispute arises between shareholders, directors or other officers, the answer is clear and unambiguous. THNa will draft your articles so that everyone’s position is clear.

Management disputes

If the dispute escalates, you need legal representation to protect your interests. However, stakeholders will generally need to keep working together, so it is important not to lose sight of the personal impact. THNa will handle the negotiations for you to find a solution that is acceptable to everyone involved.

Mergers and acquisitions

Sometimes an opportunity arises to take over an existing business, or merge with another company. Mergers and acquisitions (M&A) are complicated transactions, with a high degree of legal and financial risk. A key step in the preparations is the due diligence investigation, to map out and hedge those risks. THNa has experts who can handle this for you.

Another risk during the negotiations is that the relationship between the parties might become strained. They might decide to call off the transaction entirely. What arrangements should you make before closing the deal? What warranties and representations should you offer, and what can you demand? Our firm’s expertise covers every aspect of M&A transactions and all the steps that are involved.

International business

As business becomes more and more global, it is useful to understand the legal systems of other countries besides only the Netherlands. THNa is associated with three international networks, with corporate expertise in 220 countries and recommended legal experts in each of them.